As filed with the Securities and Exchange Commission on August 1, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Insperity, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 76-0479645 (I.R.S. Employer Identification Number) | ||||
19001 Crescent Springs Drive Kingwood, Texas (Address of Principal Executive Offices) | 77339 (Zip Code) | ||||
Insperity, Inc. Incentive Plan
(Full Title of the Plan)
Christian P. Callens
Senior Vice President, Legal, General Counsel and Secretary
Insperity, Inc.
19001 Crescent Springs Drive
Kingwood, Texas 77339-3802
(281) 358-8986
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
James B. Marshall
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002
(713) 229-1234
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | ||||||||||||||
| Non-accelerated filer | Smaller reporting company | ¨ | |||||||||||||||
| Emerging growth company | ¨ | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SECURITIES
Insperity, Inc. (the “Company” or the “Registrant”) previously registered 5,074,005 of its common stock, par value $0.01 per share (the “Shares” or “Common Stock”), available for grant of awards pursuant to the Insperity, Inc. Incentive Plan (the “Plan”), formerly known as the Insperity, Inc. 2012 Incentive Plan, as amended and restated effective June 16, 2017, as further amended effective December 30, 2019, as amended and restated effective May 22, 2023 and as further amended effective May 20, 2025. The registration of these Shares was filed on (a) a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”) on May 21, 2012 (File Number 333-181569), (b) a Form S-8 Registration Statement with the SEC on November 3, 2017 (File Number 333-221310) and (c) a Form S-8 Registration Statement filed with the SEC on August 4, 2023 (File Number 333-273717) (collectively, the “Prior Registration Statements”), in accordance with the Securities Act of 1933, as amended.
The Registrant’s Board of Directors adopted, and on May 20, 2025 the shareholders of the Registrant approved, an amendment to the Plan to provide that, among other things, an additional 690,000 Shares be available for issuance under the Plan.
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number | Exhibit | ||||||||||
| * | 4.1 | ||||||||||
| * | 4.2 | ||||||||||
| * | 4.3 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 33-96952)). | |||||||||
| * | 4.4 | ||||||||||
| * | 4.5 | ||||||||||
| 5.1 | |||||||||||
| 23.1 | |||||||||||
| 23.2 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | ||||||||||
| 24.1 | |||||||||||
| 107 | |||||||||||
* Incorporated by reference herein as indicated.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 1st day of August, 2025.
| INSPERITY, INC. | ||||||||
/s/ Christian P. Callens | ||||||||
| By: | Christian P. Callens Senior Vice President, Legal General Counsel and Secretary | |||||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 1st day of August, 2025.
| Signature | Title | ||||||||||
| /s/ Paul J. Sarvadi | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | ||||||||||
| Paul J. Sarvadi | |||||||||||
/s/ James D. Allison | Executive Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||||||
James D. Allison | |||||||||||
/s/ Sean P. Duffy | Senior Vice President of Finance, and Accounting (Principal Accounting Officer) | ||||||||||
Sean P. Duffy | |||||||||||
| * | Director | ||||||||||
Timothy T. Clifford | |||||||||||
| * | Director | ||||||||||
| Eli Jones | |||||||||||
| * | Director | ||||||||||
| Carol R. Kaufman | |||||||||||
| * | Director | ||||||||||
| John L. Lumelleau | |||||||||||
| * | Director | ||||||||||
| Ellen H. Masterson | |||||||||||
| * | Director | ||||||||||
| Randall Mehl | |||||||||||
| * | Director | ||||||||||
John M. Morphy | |||||||||||
| * | Director | ||||||||||
| Latha Ramchand | |||||||||||
| * | Director | ||||||||||
| Richard G. Rawson | |||||||||||
| * | Director | ||||||||||
W. Philip Wilmington | |||||||||||
| *By: | /s/ Christian P. Callens | |||||||
Christian P. Callens | ||||||||
| Attorney-in-Fact | ||||||||